Form 8-K - Current report

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2024

Cullen/Frost Bankers, Inc.

(Exact name of registrant as specified in its charter)

Texas

001-13221

74-1751768

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

111 W. Houston Street,

San Antonio,

Texas

78205

(Address of principal executive offices)

(Zip code)


	(210)	220-4011
(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on
which registered

Common Stock, $.01 Par Value

CFR

New York Stock Exchange

Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B

CFR.PrB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2024, the Board of Directors (the "Board") of Cullen/Frost Bankers, Inc. (“Cullen/Frost”) elected Hope Andrade to serve as a director of Cullen/Frost effective immediately. Also on January 24, 2024, the size of the Board was expanded from thirteen members to fourteen.

Ms. Andrade is a partner with Go Rio San Antonio River Cruises and is the co-founder and partner of Andrade-Van de Putte & Associates which is a bipartisan consulting firm focused on bridging the gap between government entities and the business community. She served as Texas' 107th Secretary of State from 2008 to 2012 as well as the Commissioner Representing Employers for the Texas Workforce Commission from 2013 to 2015 and the Commissioner and Chair of the Texas Department of Transportation from 2003 to 2008. She has also served as Chair of the San Antonio Chamber and Hispanic Chamber. Ms. Andrade is a board member of the Alamo Trust and the Great Springs Project. She is also an investor and on the board of Missions Baseball Club.

The Board has determined that Ms. Andrade is independent under the listed company standards of the New York Stock Exchange, the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Ms. Andrade will serve on the Audit and Risk Committees of the Board. Ms. Andrade’s compensation will be consistent with that of other non-employee directors.

There are no arrangements or understandings between Ms. Andrade and any other person pursuant to which Ms. Andrade was selected as a director. Ms. Andrade is the beneficial owner of Go Rio San Antonio LLC which had banking transactions with Cullen/Frost and our subsidiaries in the ordinary course of business during 2023, and additional transactions are expected to take place in the ordinary course of business in 2024.

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by Cullen/Frost on January 26, 2024. The information furnished by Cullen/Frost pursuant to this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 Press Release.

104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CULLEN/FROST BANKERS, INC.

By: /s/ Jerry Salinas

Jerry Salinas

Group Executive Vice President

and Chief Financial Officer

Dated: January 26, 2024

EXHIBIT INDEX


Exhibit Number						Description

99.1						Press Release.
104						Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

Exhibit 99.1

A.B. Mendez

Investor Relations

210.220.5234

Bill Day

Media Relations

210.220.5427

FOR IMMEDIATE RELEASE

CULLEN/FROST BANKERS ANNOUNCES ELECTION

OF HOPE ANDRADE TO BOARD OF DIRECTORS

SAN ANTONIO, Jan. 26, 2024 – The board of directors of Cullen/Frost Bankers, Inc. (NYSE: CFR) announced that Hope Andrade has been elected to the board. Andrade will join the board’s Audit and Risk committees.

“We’re fortunate to add someone of Hope’s experience and prestige to our board of directors,” said Phil Green, Cullen/Frost Chairman and CEO. “She is a longtime Texas entrepreneur and leader with a wealth of knowledge about the workings of our state. All of us look forward to having her perspective as we grow and prosper.”

Andrade served as Texas’ first Latina secretary of state, serving from 2008-12, and also served as commissioner and chair of the Texas Department of Transportation and commissioner representing employers on the Texas Workforce Commission. In the private sector, Andrade is a partner with Go Rio San Antonio River Cruises and co-founder and partner of Andrade-Van de Putte & Associates, a bipartisan consulting firm.

In addition, Andrade has served as chair of the San Antonio Chamber of Commerce and the Hispanic Chamber of Commerce. She is an investor and board member with the San Antonio Missions Baseball Club, and she has won numerous personal, business, community and international awards and recognitions.

About Frost:

Frost is the banking, investments and insurance subsidiary of Cullen/Frost Bankers, Inc. (NYSE: CFR), a financial holding company with $50.8 billion in assets at Dec. 31, 2023. One of the 50 largest U.S. banks by asset size, Frost provides a full range of banking, investments and insurance services to businesses and individuals in the Austin, Corpus Christi, Dallas, Fort Worth, Houston, Permian Basin, Rio Grande Valley and San Antonio regions. Founded in 1868, Frost has helped Texans with their financial needs during three centuries. For more information, visit www.frostbank.com.

Document and Entity Information Document	Jan. 24, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 24, 2024
Entity Registrant Name	Cullen/Frost Bankers, Inc.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-13221
Entity Tax Identification Number	74-1751768
Entity Address, Address Line One	111 W. Houston Street,
Entity Address, City or Town	San Antonio,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78205
City Area Code	(210)
Local Phone Number	220-4011
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000039263
Common Stock [Member] \| NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	CFR
Security Exchange Name	NYSE
Series B Preferred Stock \| NEW YORK STOCK EXCHANGE, INC. [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B
Trading Symbol	CFR.PrB
Security Exchange Name	NYSE